ex10-1.htm


    
      

    

    
      	 	
              CONFIDENTIAL

            	
              Exhibit
      10.1

            


    

     

     

     

    
      CONFIDENTIAL
TREATMENT REQUESTED. CONFIDENTIAL

      PORTIONS
OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE

      BEEN
SEPARATELY FILED WITH THE COMMISSION

       

       

      Execution Copy

       

       

      Agreement

       

                 This
Agreement (the “Agreement”) is
entered into as of April 28, 2008 (the “Effective Date”) by and between
TurboChef Technologies, Inc., a Delaware corporation (the “Licensee”), and
Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Licensor” and,
together with Licensee, each a “Party” and together
the “Parties”).

       

                 WHEREAS
Licensee manufactures, procures, distributes and sells high-quality residential
wall speed cook ovens under Licensee’s “TurboChef®” brand (such products
offered for sale during the Term (as defined below), the “Products”); provided
that Products shall not include any (i) ovens that may be used as countertop or
portable appliances or (ii) ovens intended primarily for commercial use (e.g.,
in restaurants or other food service establishments);

       

                 WHEREAS
Martha Stewart (“Stewart”), Licensor’s
founder and an employee of Licensor, is renowned for her “how to” skills and
expertise in the area of cooking, among other specialties;

       

          WHEREAS
Stewart is a well known person who is the host of the television show The Martha Stewart Show,
which currently is broadcast on first-run, syndicated television in the United
States;

       

          WHEREAS
Emeril Lagasse, III (“Lagasse”), an
employee of Licensor, is a renowned chef who currently operates a number of
restaurants and who is host of certain television programs that currently may be
viewed on cable television in the United States (each of Stewart and Lagasse are
sometimes referred to herein as a “Celebrity” and
collectively as the “Celebrities”);
and

       

          WHEREAS
Licensee wishes to license from Licensor the right to use the name and likeness
of Stewart and Lagasse on and in connection with the promotion of Products,
and to obtain certain services of Stewart, Lagasse and Licensor to promote such
Products, all in accordance with this Agreement;

       

                 NOW,
THEREFORE, the Parties agree as follows:

       

      
        	
                1.

              	
                Grant of
      Rights.

              


      

       

      
        	
                    1.1.

              	
                Grant of Stewart Publicity
      Rights:  Subject
      to the terms and conditions set forth in this Agreement (including
      Licensor’s approval rights set forth in Section 3.2), Licensor hereby
      grants to Licensee the right and license to use Stewart’s name, likeness,
      voice (and, as may be approved by Licensor, other personal attributes of
      Stewart) (collectively, “Stewart’s Image”)
      during the Term (as defined below) solely in connection with the
      packaging, distribution, sale, advertisement and promotion of Products
      throughout the United States and Canada (the “Territory”);
      provided, however, that such license is limited to use of Stewart’s Image
      solely in connection with the reproduction, performance and display of (a)
      the Integrations (as defined below) or excerpts thereof as may be
      permitted by Section 3.1.3, (b) the Stewart Dinner Party Materials (as
      defined below) as may be permitted by Section 2.3.2 and (c) the Stewart
      Demo Film (as defined below) as may be permitted by Section
      2.4.1.  Products which are sold or marketed using Stewart’s
      Image and/or Lagasse’s Image (as defined below) under this Agreement are
      referred to herein as “Covered
      Products.”  Any use of Stewart’s Image in a manner not
      expressly permitted under this Agreement shall be deemed a material breach
      of this Agreement.  Licensor reserves all rights in Stewart’s
      Image not expressly granted in this
Agreement.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    1.2.

              	
                Grant of Lagasse Publicity
      Rights:  Subject
      to the terms and conditions set forth in this Agreement (including
      Licensor’s approval rights set forth in Section 3.2), Licensor hereby
      grants to Licensee the right and license to use Lagasse’s name, likeness,
      voice (and, as may be approved by Licensor, other personal attributes of
      Lagasse) (collectively, “Lagasse’s Image”) during
      the Term solely in connection with the packaging, distribution, sale,
      advertisement and promotion of Products throughout the
      Territory.  Any use of Lagasse’s Image in a manner not expressly
      permitted under this Agreement shall be deemed a material breach of this
      Agreement.  Licensor reserves all rights in Lagasse’s Image not
      expressly granted in this
Agreement.

              


      

       

      
        	
                2.

              	
                Licensor’s
      Services.

              


      

       

      
        	
                    2.1.

              	
                On The
      Martha Stewart Show:  From time to time during the Term
      as Licensor deems editorially appropriate, Licensor will air on The Martha Stewart
      Show or any successor television show hosted by Stewart (the
      “Stewart
      TV
      Show”) a number of integrations of Covered Products, including
      cooking demonstrations that feature Covered Products (“Integrations”).  Licensor
      shall exercise commercially reasonable efforts to:  (a) create
      circumstances so that Integrations would be editorially appropriate for
      the Stewart TV Show [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
      WITH THE COMMISSION] times each period of twelve (12) months during the
      Term (the parties acknowledge that the Stewart TV Show is expected to be
      in production less than nine (9) months during any twelve (12) month
      period); (b) provide Licensee with as much possible advance notice of any
      planned Integrations during the Term (provided, however, that Licensee
      acknowledges and agrees that such Integrations may be planned on the day
      of production and that it may not be possible to give Licensee advance
      notice in such circumstances); (c) permit one (1) representative of
      Licensee to have access to the Stewart TV Show studio while any
      Integration is being performed, space permitting (provided, however, that
      Licensee acknowledges and agrees that such representative will have no
      right to appear on-screen or to affect in any manner the content of the
      Integration, with respect to which Licensor and Stewart shall have
      absolute discretion).  The manner, number, duration and content
      of such Integrations will be determined by Licensor in its sole
      discretion, in consultation with Licensee.  Licensor will
      permit Licensee to supply and install, and Licensee shall supply and
      install, at Licensee’s sole expense, at the location on the set of the
      Stewart TV Show as specified by Licensor (which location may include the
      on-camera preparation kitchen, the “homebase” demonstration kitchen or
      such other area of the set as specified by Licensor), a Covered Product as
      specified by Licensor for use in such
      Integrations.  Notwithstanding anything in this Agreement to the
      contrary, Licensee acknowledges and agrees that Licensor in its sole
      discretion may cease the production of the Stewart TV Show at any time
      during the Term and that this Section 2.1 shall apply only during periods
      in which the Stewart TV Show may be in
  production.

              


      

       

      
        	
                    2.2.

              	
                The
      Emeril Green
      Show: Licensor
      shall request the producer of the Emeril Green television
      show or any successor television show hosted by Lagasse (the “Lagasse TV
      Show”) to permit the installation of a Covered Product on the set
      of the Lagasse TV Show.  If such approval is obtained, Licensor
      will permit Licensee to supply and install, and Licensee shall supply and
      install, at Licensee’s sole expense, at the location on the set of the
      Lagasse TV Show as specified by Licensor and approved by the producer, a
      Covered Product as specified by Licensor for use in connection with the
      Lagasse TV Show.  Licensee acknowledges and agrees that the
      producer of the Lagasse TV Show, and not Licensor, has the discretion to
      allow the installation of a Covered Product on the set of the Lagasse TV
      Show and the failure of such an installation to occur shall not constitute
      a breach of this Agreement.  Notwithstanding anything in this
      Agreement to the contrary, Licensee acknowledges and agrees that Licensor
      in its sole discretion may cease the production of the Lagasse TV Show at
      any time during the Term and that this Section 2.2 shall apply only during
      periods in which the Lagasse TV Show may be in
      production.  Licensor agrees that if it is unable to obtain
      permission from the producer of the Lagasse TV Show to install a Covered
      Product on the set of the Lagasse TV Show, then, if Lagasse hosts another
      television show during the Term, such other television show shall be
      included within the definition of “Lagasse TV
      Show.”

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                2.3.

              	
                Personal
      Appearances:

              


      

       

      
        	
                    2.3.1.

              	
                  
      Licensee may request that Stewart make up to three (3) personal
      appearances per Agreement Year (as defined below), either in-person or via
      satellite or prerecorded film, at designated Licensee events (“Licensee Stewart
      Events”) in the Territory, which events Licensee may photograph and
      videotape for the purpose of creating an advertising campaign for Covered
      Products.  Licensee’s use of any photographs, film or other
      results of the events containing Stewart’s Image is subject in all
      respects to Section 3.2.  Each request by Licensee pursuant to
      Section 2.3.1 must be made in writing at least three (3) months prior to
      the date of the requested appearance and shall describe in detail the
      timing, place, purpose, type and size of the Licensee Stewart Event and
      the nature of the appearance by Stewart that Licensee is requesting (e.g.,
      whether Licensee wishes Stewart to speak publicly).  Stewart, if
      reasonably permitted by her schedule, will make such requested
      appearances, provided that such appearances do not conflict with a prior
      commitment made by Stewart that she cannot reasonably
      change.  Any appearance by Stewart at any Licensee Stewart Event
      shall not be required to exceed three (3) hours in duration in the
      aggregate, measured from the start of such appearance until the end of
      such appearance, unless Stewart otherwise agrees in her sole discretion.
      Notwithstanding the foregoing, in no event will Stewart’s declining to
      appear at a Licensee Stewart Event, or Stewart’s failure to appear at a
      Licensee Stewart Event at which she agreed to appear because of
      circumstances beyond her reasonable control, constitute a breach of this
      Agreement.

              


      

       

      
        	
                    2.3.2.

              	
                  
      In addition to the appearances that may be requested pursuant to Section
      2.3.1, Licensee may request that Stewart attend up to two (2) dinner
      parties (“Licensee Stewart Dinner
      Parties”) per Agreement Year hosted by Licensee in the
      Territory, including at least one (1) at Stewart’s primary residence
      (which, as of the Effective Date, is for purposes of this Agreement only,
      is deemed to be in Bedford, New York; provided that Stewart may change her
      primary residence at her sole discretion), which events Licensee may
      photograph and videotape for the purpose of creating an advertising
      campaign for Covered Products around the theme “dinner party with
      TurboChef” or such other theme as the Parties may agree upon in writing
      (any still or moving images or audio recordings from the Licensee Stewart
      Dinner Parties shall be referred to herein as the “Stewart Dinner Party
      Materials”).  Licensee shall be responsible for, and
      shall bear all costs and expenses associated with, hosting, photographing
      and filming such Licensee Stewart Dinner Parties and obtaining all rights
      required for use of the resulting photographs and
      film.  Licensee’s use of any photographs, film or other results
      of the events containing Stewart’s Image is subject in all respects to
      Section 3.2.  Each request by Licensee pursuant to Section 2.3.2
      must be made in writing at least three (3) months prior to the date of the
      requested appearance and shall describe in detail the timing, place and
      size of the Licensee Stewart Dinner Party and the list of intended
      invitees (each person of which shall be subject to Licensor’s prior
      approval).  Stewart, if reasonably permitted by
      her schedule, will attend such Licensee Stewart Dinner Parties,
      provided that such Licensee Stewart Dinner Parties do not conflict with a
      prior commitment made by Stewart that she cannot reasonably change. Any
      personal appearance by Stewart at any Licensee Stewart Dinner Party shall
      not be required to exceed three (3) hours in duration in the aggregate,
      measured from the start of such appearance until the end of such
      appearance, unless Stewart otherwise agrees in her sole discretion.
      Notwithstanding the foregoing, in no event will Stewart’s declining to
      appear at a Licensee Stewart Dinner Party, or Stewart’s failure to appear
      at a Licensee Stewart Dinner Party at which she agreed to appear because
      of circumstances beyond her reasonable control, constitute a breach of
      this Agreement.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    2.3.3.

              	
                  
      Licensee will reimburse Licensor for Stewart’s travel, meal, lodging,
      security and related expenses reasonably incurred in connection with
      Stewart’s appearance at any Licensee Stewart Event or Licensee Stewart
      Dinner Party, including the cost of Stewart’s private plane travel to and
      from such Licensee Stewart Event or Licensee Stewart Dinner Party,
      first-class hotel accommodations and first-class ground transportation to
      and from airports and between the hotel and the site of such Licensee
      Stewart Event or Licensee Stewart Dinner Party; it being understood that
      such costs also shall include the costs of security and other personnel
      who travel with Stewart in the ordinary course.  To the extent
      that Licensor and Licensee have agreed in writing prior to the incurrence
      of the expenses, Licensee also will reimburse Licensor for the
      specifically agreed upon travel and related expenses incurred by
      additional staff that travel with Stewart for the Licensee Stewart Event
      or Licensee Stewart Dinner Party.  If Stewart’s appearance is
      via satellite or prerecorded film in lieu of a personal appearance,
      Licensee will reimburse Licensor for all reasonable expenses incurred by
      Licensor in connection with such appearance, including any and all costs
      associated with Creative Services (as defined below)
      hereunder.  Licensee will reimburse Licensor for all such
      expenses within ten (10) days after receipt of Licensor’s written invoice
      documenting such expenses.

              


      

       

      
        	
                    2.3.4.

              	
                  
      Licensee may request that Lagasse make up to three (3) personal
      appearances per Agreement Year, either in-person or via satellite or
      prerecorded film, at designated Licensee events (“Licensee Lagasse
      Events”) in the Territory, which events Licensee may
      photograph and videotape for the purpose of creating an advertising
      campaign for Covered Products.  Licensee’s use of any
      photographs, film or other results of the events containing Lagasse’s
      Image is subject in all respects to Section 3.2.  Each request
      by Licensee pursuant to Section 2.3.4 must be made in writing at least
      three (3) months prior to the date of the requested appearance and shall
      describe in detail the timing, place, purpose, type and size of the
      Licensee Lagasse Event and the nature of the appearance by Lagasse that
      Licensee is requesting (e.g., whether Licensee wishes Lagasse to speak
      publicly).  Lagasse, if reasonably permitted by his schedule,
      will make such requested appearances, provided that such appearances do
      not conflict with a prior commitment made by Lagasse that he cannot
      reasonably change.  Any appearance by Lagasse at any Licensee
      Lagasse Event shall not be required to exceed three (3) hours in duration
      in the aggregate, measured from the start of such appearance until the end
      of such appearance, unless Lagasse otherwise agrees in his sole
      discretion. Notwithstanding the foregoing, in no event will Lagasse’s
      declining to appear at a Licensee Lagasse Event, or Lagasse’s failure to
      appear at a Licensee Lagasse Event at which he agreed to appear because of
      circumstances beyond his reasonable control, constitute a breach of this
      Agreement.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    2.3.5.

              	
                  
      In addition to the appearances that may be requested pursuant to Section
      2.3.4, Licensee may request that Lagasse attend up to two (2) dinner
      parties (“Licensee Lagasse Dinner
      Parties”) per Agreement Year hosted by Licensee in the Territory,
      which events Licensee may photograph and videotape for the purpose of
      creating an advertising campaign for Covered Products around the theme
      “dinner party with TurboChef” or such other theme as the Parties may agree
      upon in writing (any still or moving images or audio recordings from the
      Licensee Lagasse Dinner Parties shall be referred to herein as the “Lagasse Dinner Party
      Materials”).  Licensee shall be responsible for, and
      shall bear all costs and expenses associated with, hosting, photographing
      and filming such Licensee Lagasse Dinner Parties and obtaining all rights
      required for use of the resulting photographs and
      film.  Licensee’s use of any photographs, film or other results
      of the events containing Lagasse’s Image is subject in all respects to
      Section 3.2.  Each request by Licensee pursuant to Section 2.3.5
      must be made in writing at least three (3) months prior to the date of the
      requested appearance and shall describe in detail the timing, place and
      size of the Licensee Lagasse Dinner Party and the list of intended
      invitees (each person of which shall be subject to Licensor’s prior
      approval).  Lagasse, if reasonably permitted by his schedule,
      will attend such Licensee Lagasse Dinner Parties, provided that such
      Licensee Lagasse Dinner Parties do not conflict with a prior commitment
      made by Lagasse that he cannot reasonably change. Any personal appearance
      by Lagasse at any Licensee Lagasse Dinner Party shall not be required to
      exceed three (3) hours in duration in the aggregate, measured from the
      start of such appearance until the end of such appearance, unless Lagasse
      otherwise agrees in his sole discretion. Notwithstanding the foregoing, in
      no event will Lagasse’s declining to appear at a Licensee Lagasse Dinner
      Party, or Lagasse’s failure to appear at a Licensee Lagasse Dinner Party
      at which he agreed to appear because of circumstances beyond his
      reasonable control, constitute a breach of this
  Agreement.

              


      

       

      
        	
                    2.3.6.

              	
                  
      Licensee will reimburse Licensor for Lagasse’s travel, meal, lodging,
      security and related expenses reasonably incurred in connection with
      Lagasse’s appearance at any Licensee Lagasse Event or Licensee Lagasse
      Dinner Party, including the cost of Lagasse’s private plane travel to and
      from such Licensee Lagasse Event or Licensee Lagasse Dinner Party,
      first-class hotel accommodations and first-class ground transportation to
      and from airports and between the hotel and the site of such Licensee
      Lagasse Event or Licensee Lagasse Dinner Party; it being understood that
      such costs also shall include the costs of security and other personnel
      who travel with Lagasse in the ordinary course.  To the extent
      that Licensor and Licensee have agreed in writing prior to the incurrence
      of the expenses, Licensee also will reimburse Licensor for the
      specifically agreed upon travel and related expenses incurred by
      additional staff that travel with Lagasse for the Licensee Lagasse Event
      or Licensee Lagasse Dinner Party.  If Lagasse’s appearance is
      via satellite or prerecorded film in lieu of a personal appearance,
      Licensee will reimburse Licensor for all reasonable expenses incurred by
      Licensor in connection with such appearance, including any and all costs
      associated with Creative Services hereunder.  Licensee will
      reimburse Licensor for all such expenses within ten (10) days after
      receipt of Licensor’s written invoice documenting such
      expenses.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                2.4.

              	
                Filmed Cooking
      Demonstrations:

              


      

       

      
        	
                    2.4.1.

              	
                  
      Stewart will participate as host in a filmed cooking demonstration
      featuring Covered Products to be produced by Licensee at Licensee’s sole
      cost and expense (the “Stewart Demo Film”),
      which film may be displayed solely on Licensee’s website www.turbochef.com
      and/or microsite www.theovenreinvented.com or any
      other website operated by Licensee that is exclusively devoted to the
      promotion and sale of Licensee products and/or information about Licensee
      and its products (“Licensee
      Sites,” which, for avoidance of doubt, shall exclude any websites
      that (i) are operated by third parties or (ii) operated by Licensee that
      promote or offer for sale products other than those of Licensee and/or
      provide information about entities other than Licensee or products or
      services of such entities except branded or non-branded consumable
      supplies and accessories related to Licensee’s products), and solely
      during the Term.  The Stewart Demo Film will be not more than
      thirty (30) minutes in
      length.  Production will be conducted at a time and place
      acceptable to Stewart in light of Stewart’s schedule and prior
      commitments, and in no event will Stewart be required to be available more
      than one (1) day and for longer than seven (7) hours on such
      day.  The Stewart Demo Film and Licensee’s use of it are subject
      in all respects to Licensor’s prior approval in accordance with Section
      3.2.  Without limiting the foregoing, Licensor must approve the
      script of the Stewart Demo Film and the aspects of its physical production
      (including the selection of the director and director of photography
      thereof, and the lighting thereof); shall be entitled to select a hair and
      make-up provider of Licensor’s choosing (the costs of which shall be borne
      by Licensee); must approve the presence and identity of any photographer
      whom Licensee may wish to invite on-set; and must approve the use of any
      images of Stewart taken by any such photographer.  No rights
      shall be given to use Stewart’s Image on any out-takes, b-roll or similar
      footage except to the extent that Licensor, in its sole and absolute
      discretion, grants any such rights in
writing.

              


      

       

      
        	
                    2.4.2.

              	
                  
      Lagasse will participate as host in a filmed cooking demonstration
      featuring Covered Products to be produced by Licensee at Licensee’s sole
      cost and expense (the “Lagasse Demo Film”),
      which film may be displayed solely on Licensee Sites  and solely
      during the Term.  The Lagasse Demo Film will be not more than
      thirty (30) minutes in
      length.  Production will be conducted at a time and place
      acceptable to Lagasse in light of Lagasse’s schedule and prior
      commitments, and in no event will Lagasse be required to be available more
      than one (1) day and for longer than seven (7) hours on such
      day.  The Lagasse Demo Film and Licensee’s use of it are subject
      in all respects to Licensor’s prior approval in accordance with Section
      3.2.  Without limiting the foregoing, Licensor must approve the
      script of the Lagasse Demo Film and the aspects of its physical production
      (including the selection of the director and director of photography
      thereof, and the lighting thereof); shall be entitled to select a hair and
      make-up provider of Licensor’s choosing (the costs of which shall be borne
      by Licensee); must approve the presence and identity of any photographer
      whom Licensee may wish to invite on-set; and must approve the use of any
      images of Lagasse taken by any such photographer.  No rights
      shall be given to use Lagasse’s Image on any out-takes, b-roll or similar
      footage except to the extent that Licensor, in its sole and absolute
      discretion, grants any such rights in
writing.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                2.5.

              	
                Links and Features
      on
      Licensor Site:

              


      

       

      
        	
                    2.5.1.

              	
                  
      During the Term, Licensor shall maintain, at a location on Licensor’s
      websites www.marthastewart.com and
      www.emerils.com (the
      “Licensor
      Sites”) as
      determined by Licensor in its sole discretion, a hyperlink (the “Hyperlink”) to
      any of Licensee Sites as Licensee may notify Licensor in
      writing.  The Hyperlink will be accessible if an end user of a
      Licensor Site clicks on certain visual materials (the size and content of
      which visual materials shall be determined by Licensor in its sole
      discretion, provided that Licensor shall consult with Licensee as to such
      matters) displayed on the Licensor Sites pursuant to the first sentence of
      this Section 2.5.1; and provided further that the Hyperlink shall be
      accessible within three (3) mouse clicks of the primary home page of each
      respective Licensor Site.

              


      

       

      
        	
                    2.5.2.

              	
                  
      During the Term, to the extent that any Licensor Site has a “Shop”
      section, and such “Shop” section has a page (a “From the Show Shop
      Page”) accessible from a link named “From the Show” or a name
      substantially similar thereto (as the Effective Date, the Licensor Site
      www.marthastewart.com
      contains a From the Show Shop Link), Licensor shall maintain a hyperlink
      to any of Licensee Sites as Licensee may notify Licensor in writing, which
      hyperlink will be accessible if an end user of a Licensor Site clicks on
      certain visual materials (the size and content of which visual materials
      shall be determined by Licensor in its sole discretion, provided that
      Licensor shall consult with Licensee as to such matters) displayed on the
      Licensor Sites pursuant to this Section 2.5.2.  Notwithstanding
      anything in this Agreement to the contrary, Licensor shall retain sole and
      absolute discretion over all matters related to the design, structure and
      “look and feel” of the Licensor Sites and may determine no longer to
      display a From the Show Shop Page.  The failure to maintain a
      From the Show Shop Page shall not constitute a breach of this
      Agreement.

              


      

       

      
        	
                2.6.

              	
                Email
      Promotions:

              


      

       

      
        	
                    2.6.1.

              	
                  
      At Licensee’s request but in no event more often than [CONFIDENTIAL
      MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] times per
      Agreement Year, and subject to applicable privacy and other laws, rules,
      regulations and guidelines (including opt-in or opt-out limitations),
      Licensor will provide Licensee, at Licensee’s expense, on a blind basis
      through a bonded agency acceptable to Licensor, with access to its file of
      active subscribers of Martha Stewart Living
      magazine (“MSL”) who have
      affirmatively opted to receive third-party messages, for use to send one
      (1) written communication (whether in print or via electronic mail) solely
      promoting Covered Products, provided that Licensor shall have prior
      approval over the content and “look and feel” of any such communication
      sent by Licensee to such subscribers; and provided further that Licensee
      shall ensure that the sending of such communication shall comply (and
      represents and warrants that it will comply) with all applicable rules and
      regulations, including without limitation the CAN-SPAM
  Act.

              


      

       

      
        	
                    2.6.2.

              	
                  
      In addition to Licensee’s rights set forth in Section 2.6.1, at Licensee’s
      request but in no event more often than [CONFIDENTIAL MATERIAL REDACTED
      AND FILED SEPARATELY WITH THE COMMISSION] times per Agreement Year, and
      subject to applicable privacy and other laws, rules, regulations and
      guidelines (including opt-in or opt-out limitations), Licensor will at its
      election either (i) provide Licensee, at Licensee’s expense, on a blind
      basis through a bonded agency acceptable to Licensor, with access to its
      file of active subscribers of MSL who have affirmatively opted to receive
      third-party electronic mail messages, for use to send one (1) written
      communication via electronic mail, solely promoting Covered Products or
      (ii) on behalf of Licensee, send to Licensor’s file of active subscribers
      of MSL who have affirmatively opted to receive third-party electronic mail
      messages, one (1) written communication via electronic mail, solely
      promoting Covered Products; provided that Licensor shall have prior
      approval over the content and “look and feel” of any such communication
      sent by Licensee to such subscribers; and provided further that, except
      with respect to actions of Licensor and Licensor’s agents, Licensee shall
      ensure that the sending of such communication shall comply (and represents
      and warrants that it will comply) with all applicable rules and
      regulations, including without limitation the CAN-SPAM
  Act.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    2.7.

              	
                Ad Hoc
      Promotions:  Stewart
      may, at Stewart’s sole discretion, promote Covered Products in other
      public forums, such as during appearances on Martha Stewart Living
      Radio.  Lagasse may, at Lagasse’s sole discretion,
      promote Covered Products in other public
forums.

              


      

       

      
        	
                    2.8.

              	
                Press
      Day:  The Parties shall work together to host a “press
      day” event at the set of the Stewart TV Show or other venue on
      which the Parties may agree, at which Stewart shall announce the fact that
      the Parties have entered into this Agreement to promote the Products
      (provided that the financial terms of this Agreement shall not be
      disclosed at such “press day” event without the consent of each Party,
      which may be withheld in its sole discretion).  Lagasse, if
      reasonably permitted by his schedule, shall attend such “press day”
      event.  The Parties shall work together to identify the list of
      persons to be invited to attend such “press day” event.  The
      date of such “press day” event shall be subject to Licensor’s approval and
      shall be chosen to accommodate Stewart’s schedule.  In the event
      that the “press day” announcement is made on the Stewart TV Show (which
      Licensor shall not be under any obligation to cause to happen), such
      announcement shall be deemed to be an
  Integration.

              


      

       

      
        	
                    2.9.

              	
                Recipe
      Booklet:  Licensor shall use commercially reasonable
      efforts  to obtain permission from Crown Publishing Group, a
      division of Random House, Inc. (“RH”) to allow
      Licensor to develop recipes based upon use of the Covered Products (“Covered Product
      Recipes”) and to permit such Covered Product Recipes to be
      published in a booklet that would be distributed as referenced below,
      subject to RH’s written consent.  Licensee acknowledges and
      agrees that RH may refuse to grant such permission and that such refusal
      shall not constitute a breach of this Agreement.  In the event
      that such permission is obtained from RH, (a) Licensor shall use
      commercially reasonable efforts to develop within six (6) months of the
      date such permission is obtained, fifty (50) Covered Product Recipes to be
      promoted as being authored by Stewart and fifty (50) Covered Product
      Recipes to be promoted as being authored by Lagasse and (b) subject to
      Section 3.2, Licensee may create a booklet in print form containing the
      Covered Product Recipes (the “Booklet”) that
      may be packaged with the Covered Products and/or distributed without
      charge by Licensee or retailers of Licensee products to purchasers of
      Covered Products or to targeted prospective purchasers of Covered
      Products; provided that the Booklet may not contain any advertisements or
      promote any goods or services (other than the Covered Products); and
      provided further that under no circumstances may the Booklet be sold
      separately from a Covered Product.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    2.10.

              	
                    As used
      in this Agreement, any obligation of Licensor to use “commercially
      reasonable efforts” shall under no circumstances be interpreted to require
      Licensor, Stewart, Lagasse or any of their respective affiliates to (a)
      pay any consideration to any party or (b) waive or refrain from exercising
      any right or (c) alter, modify or amend, in any manner that Licensor deems
      unfavorable, the terms of any contract to which Licensor, Stewart, Lagasse
      or any of their respective affiliates is a
  party.

              


      

       

      
        	
                    2.11.

              	
                    Emeril
      Restaurants:  Licensor shall use commercially
      reasonable efforts to request that Lagasse install Covered Products (or
      appropriate commercial grade oven products of Licensee) in at least half
      of the “Emeril” branded restaurants that Lagasse owns (each an “Emeril
      Restaurant”).  Licensee acknowledges that such
      restaurants are not owned by Licensor and that Lagasse owes neither
      Licensor nor Licensee any obligation to agree to any such
      installation.  Notwithstanding clause (a) of Section 2.10, but
      subject to Section 2.15, with respect to each Emeril Restaurant, Licensor
      shall agree to purchase one (1) Covered Product at Licensee’s cost of
      manufacture and to pay the reasonable costs of installation of such
      Covered Product at such Emeril Restaurant; up to a maximum obligation of
      $60,000 in the aggregate.  In the event that Covered Products or
      appropriate commercial grade oven products of Licensee become installed in
      at least half of the Emeril Restaurants, Licensee shall be able to
      publicly reflect Lagasse and those specific Emeril Restaurants as users of
      Licensee products.

              


      

       

      
        	
                    2.12.

              	
                    Notwithstanding
      anything in this Agreement to the contrary, the definition of “Products” for
      purposes of Licensor’s, Stewart’s and Lagasse’s obligations set forth in
      Section 2 shall not, without the written consent of such respective party,
      include any products that were not offered for sale as of the Effective
      Date.  For avoidance of doubt, the preceding sentence shall not
      affect in any manner the definition of “Products” for
      purposes of the grant of rights to use Stewart’s Image and Lagasse’s Image
      set forth in Section 1.

              


      

       

      
        	
                    2.13.

              	
                    Availability for Consulting
      Services:  Licensor
      shall make Stewart and Lagasse available for a limited amount of
      consulting services (not to exceed three (3) hours per year each) on
      TurboChef promotions and contests and TurboChef oven designs and
      prototypes; provided, however, that if a party to any agreement with
      Licensor or any of Licensor’s affiliates (including agreements as to which
      Licensor or any of Licensor’s affiliates is assignee) in effect as of the
      Effective Date asserts that the provision by Stewart and/or Lagasse of any
      consulting services referenced in the preceding sentence would violate any
      obligation owed to such party, Licensor shall be relieved of the
      obligation set forth in the preceding sentence with respect to such
      services.

              


      

       

      
        	
                    2.14.

              	
                    Stewart
      will permit Licensee to install, and Licensee will install, within four
      (4) months of the Effective Date, a Covered Product of Stewart’s
      selection, in a kitchen in a housing structure of Stewart’s selection on
      the property of her Bedford, New York residence (the Parties acknowledge
      and agree that Stewart’s Bedford residence contains multiple housing
      structures and more than one kitchen).  In addition, Stewart
      will permit Licensee to temporarily install, and Licensee will temporarily
      install, within one (1) month of the Effective Date, a Covered Product of
      Stewart’s selection, in a kitchen in a housing structure of Stewart’s
      selection on the property of her Bedford, New York residence (the Parties
      acknowledge and agree that Stewart’s Bedford residence contains multiple
      housing structures and more than one kitchen), in a rolling cabinet
      configuration the (“Temporary
      Product”).  At Stewart’s request upon installation of the
      Covered Product referenced in the first sentence of this Section 2.14,
      Licensee shall remove the Temporary Product and return the kitchen in
      which Temporary Product was installed to the condition of such kitchen
      prior to the installation of the Temporary Product.  All costs
      associated with carrying out the obligations of this Section 2.14 shall be
      borne by Licensee.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    2.15.

              	
                    Lagasse
      will permit Licensee to install, and Licensee will install, within four
      (4) months of the Effective Date, one (1) Covered Product of Lagasse’s
      selection, in an Emeril Restaurant or such other location as Lagasse,
      Licensor and Licensee may agree in writing.  All costs
      associated with carrying out the obligations of this Section 2.15 shall be
      borne by Licensee.

              


      

       

      
        	
                3.

              	
                Licensee Advertising
      and Promotion. 

              


      

       

      
        	
                    3.1.

              	
                In
      General:  At all times in the exercise of its rights
      under this Agreement, Licensee will cause each Celebrity to be depicted in
      a tasteful and appropriate manner consistent with such Celebrity’s
      professional image and standing in the media and entertainment industry,
      Licensor’s use of Stewart’s Image and Lagasse’s Image, and Licensor’s
      and such Celebrity’s reputation for good taste and
      quality.  Licensee may not use or permit the use of Stewart’s
      Image and Lagasse’s Image or any other intellectual property of Licensor
      in any manner which derogates or defames Stewart, Lagasse or Licensor or
      is not approved as set forth in Section 3.2 of this
    Agreement.

              


      

       

      
        	
                        3.1.1.

              	
                    In Martha
      Stewart Living Magazine:  At
      Licensee’s request from time to time, Licensor will make available to
      Licensee for purchase, advertising pages in MSL for the purpose of
      advertising Covered Products. [CONFIDENTIAL MATERIAL REDACTED AND FILED
      SEPARATELY WITH THE COMMISSION].  In order to purchase such
      advertising Licensee shall be required to sign Licensor’s standard form of
      insertion order for the purchase of such advertising and such purchase
      shall be subject to the terms and conditions of such insertion orders
      (except to the extent, if any, that any such term or condition is
      expressly contradicted by a term or provision of this Agreement, in which
      case the term or provision of this Agreement shall
      control).  Licensee shall comply with Licensor’s standard
      requirements regarding timeliness of delivery of signed insertion orders,
      creative materials and other matters.  Notwithstanding anything
      in this Agreement to the contrary, Licensee acknowledges and agrees that
      Licensor in its sole discretion may at any time increase or decrease the
      frequency of publication of (or sell or cease to publish), or increase or
      decrease the circulation of, MSL at any time during the Term and that this
      Section 3.1.1 shall apply only during periods in which Licensor is
      publishing MSL.

              


      

       

      
        	
                        3.1.2.

              	
                    On the Licensor
      Sites:  At Licensee’s request from time to time,
      Licensor will make available to Licensee for purchase, banner advertising
      in standard positions on pages of the Licensor Sites for the purpose of
      advertising Covered Products. [CONFIDENTIAL MATERIAL REDACTED AND FILED
      SEPARATELY WITH THE COMMISSION].  In order to purchase such
      advertising Licensee shall be required to sign Licensor’s standard form of
      insertion order for the purchase of such advertising and such purchase
      shall be subject to the terms and conditions of such insertion orders
      (except to the extent, if any, that any such term or condition is
      expressly contradicted by a term or provision of this Agreement, in which
      case the term or provision of this Agreement shall
      control).  Licensee shall comply with Licensor’s standard
      requirements regarding timeliness of delivery of signed insertion orders,
      creative materials and other matters.  Notwithstanding anything
      in this Agreement to the contrary, Licensee acknowledges and agrees that
      Licensor in its sole discretion may at any time cease to operate either or
      both of the Licensor Sites at any time during the Term and that this
      Section 3.1.2 shall apply only during periods in which Licensor is
      operating a Licensor Site.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                        3.1.3.

              	
                    Use of Stewart’s Image and Lagasse’s Image
      by
      Licensee’s Customers:  Licensee may not sublicense
      or otherwise authorize or permit any third party (including any of
      Licensee’s customers) to use Licensee’s rights under this Agreement
      (including without limitation Licensee’s rights to use Stewart’s Image,
      Lagasse’s Image and/or to use any Exploitation Materials (as defined
      below)), including in such customers’ physical retail stores or on their
      websites; provided, however, that subject to Licensor’s prior approval in
      accordance with Section 3.2, Packaging containing Covered Products and
      Consumer Facings may be displayed in physical retail stores where Covered
      Products are sold.  Notwithstanding the immediately preceding
      sentence, Licensee is hereby granted a revocable license to display, and
      to sublicense third parties to display, (a) the Integrations in their
      entirety only, without any editing or combination with any other content
      (including without limitation any advertisements or other editorial
      matter) and (b) excerpts of the Integrations, combined with other material
      subject to Licensor’s approval rights set forth in Section 3.2; provided,
      however, in either event that neither Licensee nor any such third party
      receives any consideration for such display; and provided, further that if
      Licensor determines that the Integrations are being displayed in
      contravention of the restrictions in this sentence, Licensor may give
      written notice (“Take-Down
      Notice”) revoking the license granted in this sentence and upon
      receipt of such a notice, Licensee shall (i) promptly (and in any event
      within one (1) business day) cease any further display of the Integrations
      specified in the Take-Down Notice, (ii) promptly (and in any event within
      one (1) business day) send written notice (which may be by electronic
      mail) to each third party displaying the Integrations demanding that such
      third party immediately cease any further display of the Integrations
      specified in the Take-Down Notice and (iii) cooperate with Licensor (with
      Licensee to bear its costs associated with such cooperation) as Licensor
      may request in any efforts by Licensor to cause the display of the
      Integrations by Licensee or any third parties to
  cease.

              


      

       

      
        	
                    3.2.

              	
                Approval
      Rights:

              


      

       

      
        	
                        3.2.1.

              	
                   
      Licensor shall have the right to approve all uses by Licensee of Stewart’s
      Image, Lagasse’s Image and/or Licensor’s name, including uses (i) on or
      relating to the Covered Products or packaging used in connection with
      Covered Products (“Packaging”);
      (ii) on in-store displays, signage and fixtures used in connection with
      Covered Products (“Consumer
      Facings”); (iii) in all advertising, marketing and publicity
      materials, including brochures and other literature used to market Covered
      Products (“Advertising
      Materials”); and (iv) any other exploitation materials relating to
      the Covered Products, including editorial or promotional content placed by
      Licensee on, or accessed via links from, Licensee’s Site (together with
      Packaging, Consumer Facings and Advertising Materials, the “Exploitation
      Materials”).  Licensee shall make no use of Stewart’s
      Image or Lagasse’s Image or Licensor’s name in the Exploitation Materials
      without Licensor’s prior written approval, and shall not modify such items
      once approved without resubmitting them for Licensor’s
      approval.  Those portions of Exploitation Materials containing
      Stewart’s Image or Lagasse’s Image and the images associated with them are
      the property of Licensor.  However nothing in this Agreement
      shall be construed as granting ownership rights of any kind to Licensor of
      Licensee’s Products.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                        3.2.2.

              	
                   
      Licensee shall submit all items for Licensor’s prior approval free of
      charge to a representative designated by Licensor in accordance with
      submission instructions provided by Licensor.  Licensor will
      strive to respond in writing to Licensee’s requests for approval within a
      reasonable period of time, provided that any failure by Licensor to
      respond in writing shall be deemed a disapproval.  Licensor will
      exercise its approval rights promptly, reasonably, and in a spirit of
      cooperation, but Licensee acknowledges that Licensor’s approval decisions
      may be based on concerns about Licensor’s, Stewart’s and/or Lagasse’s
      brand image, and/or subjective standards, including Licensor’s aesthetic
      judgment regarding the appearance of the Exploitation
      Materials.  Any objections made by Licensor based on these
      concerns and standards shall not be deemed unreasonable if made in good
      faith.  Any approval given by Licensor does not constitute a
      guaranty or warranty on the part of Licensor as to the fitness, quality,
      workmanship or character of the Exploitation Materials or Covered
      Products, all of which are expressly disclaimed by Licensor (subject to
      Section 9.2).

              


      

       

      
        	
                        3.2.3.

              	
                   
      Upon Licensee’s receipt of a notice from Licensor setting forth any
      deficiencies or deviations from specifications approved by Licensor with
      respect to the Covered Products or Exploitation Materials, or upon the
      discovery of any such deficiencies or deviations by Licensee, Licensee
      shall cause such deficiencies or deviations to be remedied prior to the
      marketing, sale or distribution of the Covered Products, or the
      distribution of Exploitation Materials, as the case may be, or, if such
      deficiencies or deviations may not be remedied, destroy such portions of
      the Covered Products that may contain Stewart’s Image or Lagasse’s Image
      or Exploitation Materials.  In the event deficiencies or
      deviations from specifications approved by Licensor are discovered after
      distribution or exploitation of Covered Products or Exploitation
      Materials, the Parties shall discuss the measures which must be taken,
      taking into account both the economic consequences and the impact on
      goodwill related to Stewart’s Image and Lagasse’s Image and each of
      Licensor and Licensee.  Without limiting the foregoing, upon
      Licensor’s written request and after Licensee has attempted to cure the
      situation, Licensee shall promptly recall any Covered Products or
      Exploitation Materials containing any such deficiencies or deviations at
      Licensee’s expense.

              


      

       

      
        	
                    3.3.

              	
                Costs and
      Expenses:  Licensee shall bear all costs and expenses
      incurred by it in connection with the design, manufacture, distribution
      and sale of the Covered Products and the creation, production and
      placement of the Exploitation Materials, including any Creative Services.
      

              


      

       

      
        	
                    3.4.

              	
                Creative
      Services: Licensor may,
      at Licensee’s request, provide services consisting of design, production,
      preparation of specifications for, graphic services, photography,
      pre-press and/or other creative services related to the Exploitation
      Materials (collectively,  “Creative
      Services”).  After receipt of a written request for
      Creative Services from Licensee, Licensor shall, within a reasonable time,
      provide to Licensee a proposal with respect to such Creative Services,
      setting forth the scope of the Creative Services to be performed, the
      budget for them and the fees to be paid for them (the “Creative Services
      Proposal”).  Licensee shall notify Licensor within ten
      (10) days of its receipt of a Creative Services Proposal whether it
      accepts the Creative Services Proposal. If Licensee
      accepts the Creative Services Proposal within such time frame, then
      Licensor shall perform the Creative Services described in the Creative
      Services Proposal.  If Licensee does not accept the Creative
      Services Proposal, Licensee shall be free to obtain the applicable
      Creative Services from another provider, provided, however, that all of
      Licensor’s approval rights pursuant to this Agreement remain in effect
      with respect to any and all work generated by such service providers to be
      used in connection with any Covered Product or Exploitation
      Materials.  Unless otherwise set forth in the Creative Services
      Proposal, Licensee shall pay Licensor for any Creative Services performed
      by Licensor or Licensor’s outside providers within thirty (30) days of
      receipt of Licensor’s invoice, including reimbursement for all costs
      (including travel, staffing, studio equipment, finished artwork,
      photography costs, etc.) incurred by Licensor in connection with the
      preparation and provision of such Creative
  Services.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                4.

              	
                Compensation.

              


      

       

      
        	
                    4.1.

              	
                On
      the Effective Date, Licensee shall issue and deliver to Licensor that
      number of shares of common stock of Licensee (such shares, the “First Tranche”)
      calculated by dividing (a) Three Million Dollars ($3,000,000) by (b) the
      average of the reported Closing Price (as defined below) per share for
      Licensee’s common stock over the ten (10) trading days immediately prior
      to the Effective Date (the “First Tranche Price
      Per Share”).  Licensee may, but shall be under no
      obligation to, register the First Tranche pursuant to the Securities Act
      of 1933, as amended (the “Securities
      Act”) .

              


      

       

      
        	
                    4.2.

              	
                On
      the Effective Date, Licensee shall issue and deliver to Licensor a warrant
      in the form attached hereto as Exhibit A (the “Warrant”).  Licensee
      may, but shall be under no obligation to, register the Warrant or the
      shares of Licensee common stock that may be acquired upon exercise of the
      Warrant (the “Underlying
      Shares”) pursuant to the Securities
Act.

              


      

       

      
        	
                    4.3.

              	
                On
      the first business day after January 1, 2009, Licensee shall (i) issue and
      deliver to Licensor that number of shares of common stock of Licensee
      (such shares, the “Second
      Tranche”) calculated by dividing (a) Two Million Five Hundred
      Thousand Dollars ($2,500,000) by (b) the average of the reported Closing
      Price (as defined below) per share for Licensee’s common stock over the
      ten (10) trading days immediately prior to January 1, 2009; or (ii) at
      Licensee’s option, pay to Licensor Two Million Five Hundred Thousand
      Dollars ($2,500,000) in cash in immediately available funds.  If
      Licensee issues and delivers the Second Tranche in lieu of making the cash
      payment permitted by clause (ii) of the preceding sentence, Licensee may,
      but shall be under no obligation to, register the Second Tranche pursuant
      to the Securities Act. 

              


      

       

      
        	
                    4.4.

              	
                On
      the first business day after January 1, 2010, Licensee shall (i) issue and
      deliver to Licensor that number of shares of common stock of Licensee
      (such shares, the “Third Tranche”)
      calculated by dividing (a) Two Million Five Hundred Thousand Dollars
      ($2,500,000) by (b) the average of the reported Closing Price (as defined
      below) per share for Licensee’s common stock over the ten (10) trading
      days immediately prior to January 1, 2010; or (ii) at Licensee’s option,
      pay to Licensor Two Million Five Hundred Thousand Dollars ($2,500,000) in
      cash in immediately available funds.  If Licensee issues and
      delivers the Third Tranche in lieu of making the cash payment permitted by
      clause (ii) of the preceding sentence, Licensee may, but shall be under no
      obligation to, register the Third Tranche pursuant to the Securities
      Act.

              


      

       

      
        	
                    4.5.

              	
                Allocation of
      Consideration:

              


      

       

      
        	
                        4.5.1.

              	
                   
      The Parties agree that the aggregate consideration payable to Licensor
      pursuant to Section 4.1 and Section 4.2 is a non-refundable,
      non-recoupable payment for (a) the obligations of Licensor to be performed
      between the Effective Date and December 31, 2008, inclusive (the “Initial
      Period”) and (b) the ability of Licensee to exercise during the
      Initial Period the grant of rights set forth in Section 1.1 and Section
      1.2.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                        4.5.2.

              	
                   
      The Parties agree that the consideration payable to Licensor pursuant to
      Section 4.3 is to be a non-refundable, non-recoupable payment for (a) the
      obligations of Licensor to be performed during calendar year 2009 and (b)
      the ability of Licensee to exercise during calendar year 2009 the grant of
      rights set forth in Section 1.1 and Section
1.2.

              


      

       

      
        	
                        4.5.3.

              	
                   
      The Parties agree that the consideration payable to Licensor pursuant to
      Section 4.4 is to be a non-refundable, non-recoupable payment for (a) the
      obligations of Licensor to be performed between January 1, 2010 and the
      Expiration Date, inclusive (the “Final Period”)
      and (b) the ability of Licensee to exercise during the Final Period the
      grant of rights set forth in Section 1.1 and Section
  1.2.

              


      

       

      
        	
                        4.5.4.

              	
                   
      The Parties agree that one hundred percent (100%) of the amount payable to
      Licensor pursuant to Section 5.2 is the fair value of and shall be deemed
      the consideration for Licensor’s performance under Section
      5.1.

              


      

       

      
        	
                    4.6.

              	
                As
      used in this Agreement, the “Closing Price”
      shall mean the closing price as of the close of regular trading hours (i)
      as reported by NASDAQ (in the event Licensee’s common stock is listed on
      the NASDAQ Global Select Market or NASDAQ Global Market) or (ii) if
      Licensee’s common stock is not listed on the NASDAQ Global Select Market
      or NASDAQ Global Market, as reported by any national securities exchange
      on which Licensee’s common stock is listed or (iii) if Licensee’s common
      stock is not listed on the NASDAQ Global Select Market or NASDAQ Global
      Market or any national securities exchange, as determined by the Parties
      in good faith, which determination shall reflect the average of the
      last-published sale price of the day (or if there is no such price for a
      day, the last-published bid price of such day) of Licensee’s common stock
      during the ten (10) trading days immediately prior to (a) the Effective
      Date (with respect to the First Tranche and the per share exercise price
      of the Warrant), (b) January 1, 2009 (with respect to the Second Tranche),
      (c) January 1, 2010 (with respect to the Third Tranche) and/or (d) the
      Retailer Start Date (with respect to the Retailer Initiative
      Equity).

              


      

       

      
        	
                    4.7.

              	
                Licensee
      shall make publicly available current information as is necessary in order
      to permit Licensor to sell, pursuant to Rule 144 of the Securities Act,
      any common stock of Licensee issued pursuant to this Agreement or issuable
      upon exercise of the Warrant (including without limitation the First
      Tranche, Second Tranche, Third Tranche, Underlying Shares and Retailer
      Initiative Equity (as defined below)).  Licensee shall utilize
      commercially reasonable efforts (consistent with the efforts described in
      Section 2.10) to maintain the listing of Licensee’s common stock on the
      NASDAQ Global Market or on the NASDAQ Global Select Market or the New York
      Stock Exchange.  Any breach of the obligations set forth in this
      Section 4.7 shall be deemed a material breach of this
      Agreement.

              


      

       

      
        	
                    4.8.

              	
                Notwithstanding
      anything in this Agreement to the contrary, in the event that Licensee’s
      common stock ceases to be listed on a national securities exchange prior
      to the issuance of any of the First Tranche, Warrant, Second Tranche,
      Third Trance or Retailer Initiative Equity (each as applicable an “Unissued
      Equity at
      Delisting”), Licensor may at its option give Licensee written
      notice (a “Delisting Cash
      Election Notice”) that Licensor is electing to receive cash in lieu
      of any or all of such Unissued Equity at Delisting.  In the
      event Licensor gives a Delisting Cash Election Notice, then with respect
      to each Unissued Equity at Delisting that the Delisting Cash Election
      Notice states Licensor is electing to receive in cash in lieu of equity,
      Licensee shall pay Licensor the following cash amount in immediately
      available funds in lieu of such Unissued Equity at Delisting, which
      payment shall be made on the date that such Unissued Equity at Delisting
      would have been required to have been issued has such Delisting Cash
      Election Notice not been given:  (i) Three Million Dollars
      ($3,000,000) with respect to the First Tranche, (ii) Two Million Dollars
      ($2,000,000) with respect to the Warrant, (iii) Two Million Five Hundred
      Thousand Dollars ($2,500,000) with respect to the Second Tranche, (iv) Two
      Million Five Hundred Thousand Dollars ($2,500,000) with respect to Third
      Tranche and (v) Two Million Five Hundred Thousand Dollars ($2,500,000)
      with respect to Retailer Initiative
Equity.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    4.9.

              	
                Licensee
      shall pay all expenses in connection with, and all taxes and other
      governmental charges that may be imposed with respect to, the issue or
      delivery of any shares of Licensee common stock or the Warrant issued
      pursuant to this Agreement (other than income taxes of the recipient of
      such shares or Warrant).

              


      

       

      
        	
                5.

              	
                Retailer
      Initiative.

              


      

       

      
        	
                    5.1.

              	
                Licensor
      shall use commercially reasonable efforts to introduce Licensee to a
      retailer that the Parties may agree upon in writing (“Retailer”),
      which is licensed by Licensor to market food under the “Martha Stewart”
      trademark, for the purpose of facilitating a joint marketing relationship
      between Licensee and Retailer (the “Retailer
      Initiative”).  The Parties may attempt to persuade
      Retailer to offer Products through Retailer retail outlets, alone or
      jointly promoted with “Martha Stewart” products carried by
      Retailer.  Such promotion could include the establishment of
      “Cooking Studio” kiosks featuring Products and that may or may not feature
      Licensor products and offer live demonstrations and
      tastings.  If Licensor chooses to pursue the Retailer
      Initiative, it will provide reasonable consultation and assistance to
      Licensee and Retailer, at their request, regarding marketing proposals and
      plans, provided that the details and logistics of any joint marketing
      program between Licensee and Retailer, and all costs and expenses
      associated with them, will be solely the responsibility of Licensee and
      Retailer unless otherwise agreed by
Licensor.

              


      

       

      
        	
                    5.2.

              	
                 Compensation:

              


      

       

      
        	
                        5.2.1.

              	
                   
      On the date, whether during or after the Term, on which Licensee’s
      products of whatever kind are on sale in twenty-five (25) Retailer
      locations (the “Retailer Start Date”),
      Licensee shall (i) issue and deliver to Licensor that number of shares of
      Licensee common stock calculated by dividing (a) Two Million Five Hundred
      Thousand Dollars ($2,500,000) by (b) the average of the reported Closing
      Price per share for Licensee’s common stock over the ten (10) trading days
      immediately prior to the Retailer Start Date (the “Retailer Initiative
      Equity”); or (ii) at Licensee’s option, pay to Licensor Two Million
      Five Hundred Thousand Dollars ($2,500,000) in cash in immediately
      available funds.  If Licensee issues and delivers the Retailer
      Initiative Equity in lieu of making the cash payment permitted by clause
      (ii) of the preceding sentence, Licensee may, but shall be under no
      obligation to, register the Retailer Initiative Equity pursuant to the
      Securities Act.

              


      

       

      
        	
                        5.2.2.

              	
                   
      In addition to the Retailer Initiative Equity, Licensee will pay to
      Licensor a royalty (the “Retailer Royalties”)
      equal to [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
      COMMISSION] of the Retailer Net Sales (as defined below) of all Licensee
      products of whatever kind sold by Licensee or its affiliates directly to
      Retailer or any affiliates of Retailer (collectively, the “Retailer Products”),
      for a period of three (3) years from the Retailer Start
      Date.  “Retailer Net Sales”
      during any period of time is defined as all amounts invoiced or received
      by or accrued to Licensee or its affiliates from the sale of Retailer
      Products directly to Retailer or any affiliates of Retailer during such
      period (“Retailer Gross Sales”),
      minus all returns actually made or allowed by Licensee during such period
      (as supported by credit memos issued); provided, however, that in no event
      shall such deductions exceed six percent (6%) of Retailer Gross Sales
      during any quarter of the Royalty Period (as defined below).  No
      costs incurred in the manufacture, sale, advertising or distribution of
      such Retailer Products, or any indirect expenses, or any other deduction
      not expressly provided for in this Section 5.2.2 may be deducted in
      calculating Retailer Net Sales.  Retailer Gross Sales shall
      reflect all consideration, in whatever form, that Licensee or its
      affiliates invoice or receive or that otherwise accrues to Licensee or its
      affiliates on account of such Retailer Products.  Any payments
      under this Section 5.2 shall be made in accordance with and subject to the
      provisions of Section 6 of this
Agreement.

              


      

       

      
        
          
          

        

        
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        CONFIDENTIAL

      

       

      
        	
                6.

              	
                Payment of
      Retailer
      Royalties.

              


      

       

      
        	
                        6.1.1.

              	
                   
      Commencing with the calendar quarter in which the Retailer Start Date
      occurs, and ending at the conclusion of the calendar quarter in which
      occurs the third (3rd)
      anniversary of the Retailer Start Date (such period, the “Royalty
      Period”), Licensee shall, within thirty (30) days after the end of
      each calendar quarter, provide to Licensor a report (each, a “Quarterly
      Report”) in an electronic format determined by Licensee (such as
      Microsoft Excel) and certified as accurate by an authorized Licensee
      officer, setting forth the Retailer Gross Sales and Retailer Net Sales, if
      any, for such quarter and year-to-date, and the Retailer Royalties, if
      any, due and owing for such quarter.  Licensee shall pay
      Licensor the Retailer Royalties with respect to each quarter of the
      Royalty Period within thirty (30) days after the end of each such quarter
      by wire transfer to a bank account designated by
      Licensor.  The  For avoidance of doubt, (i) the
      Royalty Period may end on a date that is subsequent to the termination or
      expiration of this Agreement, (ii) Licensee’s rights to use all or any
      portion of the Exploitation Materials may cease on a date prior to the end
      of the Royalty Period in accordance with the terms of this Agreement and
      (iii) Licensee shall owe Licensor the Retailer Royalties as calculated
      herein, regardless of whether Licensee used, declined to use or was unable
      to make use of the Exploitation Materials in connection with the sales of
      applicable Products.

              


      

       

      
        	
                        6.1.2.

              	
                   
      During the Term of this Agreement and for two years after latter to occur
      of (i) the date of expiration or termination of this Agreement and (ii)
      the end of the Royalty Period (or such longer period as may be required by
      law, the “Retention
      Period”), Licensee shall maintain complete and accurate records of
      Licensee’s activities hereunder or that are otherwise related to the
      calculation of Retailer Royalties hereunder, including records related to
      the sales of Retailer Products, computations of the Retailer Royalties and
      Quarterly Reports.  For the duration of the Retention Period,
      upon Licensor’s reasonable request, Licensee shall make such records and
      all other documents and materials in the possession or control of
      Licensee, to the extent relevant to this Agreement and reasonably required
      to verify Licensee’s satisfaction of its obligations hereunder, available
      to Licensor or Licensor’s duly authorized representatives, during normal
      business hours at Licensee’s principal offices, and shall, during such
      period, make extracts from such records for Licensor’s and its duly
      authorized representatives’ use in connection with these
      purposes.

              


      

       

      
        
          
          

        

        
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        CONFIDENTIAL

      

       

      
        	
                        6.1.3.

              	
                   
      In the event that Licensee has underpaid any Retailer Royalties pursuant
      to this Agreement or is delinquent in making any such payment, Licensee
      shall promptly pay Licensor the aggregate difference between what Licensor
      should have been paid and what it was paid, plus interest at a rate which
      is the lesser of (i) the prime rate per annum charged by Citibank, N.A.,
      New York City on the first date of Licensee’s first delinquency, plus five
      (5) percentage points, or (ii) the maximum rate allowed by
      law.  However, no interest shall apply to any amount which is
      the subject of a good faith documented dispute between the Parties or any
      amount which is not material (being defined as any amount which is less
      than one percent (1%) of the amount due and resulted from a good faith
      mistake.)  This provision is in addition to, and not alternative
      to, Licensor’s other remedies under this Agreement.  Moreover,
      in the event that an audit reveals that the amount of any such
      underpayment equals or exceeds five percent (5%) of the amounts actually
      paid to Licensor during the period with respect to which the audit was
      conducted, Licensee shall bear Licensor’s reasonable costs of the audit,
      including any amounts payable to Licensor’s outside auditors in connection
      therewith.

              


      

       

      
        	
                7.

              	
                Term.  The
      term of this Agreement shall be three (3) years (the “Term”) from the
      Effective Date.  Each of the three (3) periods of twelve (12)
      consecutive months during the Term commencing with the Effective Date and
      its first two (2) anniversaries, respectively, constitutes an “Agreement
      Year.”  The third (3rd)
      anniversary of the Effective Date shall be referred to as the “Expiration
      Date” (provided that the Parties acknowledge and agree that this
      Agreement may be terminated as of an earlier date in accordance with
      Section 12).

              


      

       

      
        	
                8.

              	
                Ownership.  Licensee
      acknowledges and agrees that all copyrights, trademarks, trade names,
      service marks, designs, emblems and insignias relating to any component of
      Stewart’s Image or Lagasse’s Image (collectively, the “Celebrity  Trademarks”
      and each individually a “Celebrity
      Trademark”) are, as between Licensee and Licensor, the intellectual
      property of Licensor and all goodwill associated with any of the foregoing
      shall be and remain the sole and complete property of Licensor (and/or
      Stewart or Lagasse) and that Licensor (and/or Stewart or Lagasse)
      shall have the sole unrestricted right to exploit the Celebrity
      Trademarks, Stewart’s Image and Lagasse’s Image in their sole discretion
      in any manner and in any and all media whether now known or hereafter
      devised throughout the world in perpetuity with no further obligation
      whatsoever to Licensee or any third party.  Any use which
      Licensee may be permitted to make of any of the Celebrity
      Trademarks, Stewart’s Image or Lagasse’s Image pursuant to his
      Agreement shall be exclusive solely in connection with the rights licensed
      hereunder for the Term and Territory and shall not restrict, limit or
      otherwise diminish Licensor’s (and/or Stewart’s or Lagasse’s) rights
      therein.  Any use of any of the Celebrity
      Trademarks, Stewart’s Image or Lagasse’s Image by Licensee shall
      inure solely to the benefit of Licensor and Licensee shall not at any time
      acquire any rights in any of the Celebrity Trademarks, Stewart’s
      Image or Lagasse’s Image by virtue of such
use.

              


      

       

      
        	
                9.

              	
                Certain
      Representations, Warranties and
  Covenants.

              


      

       

      
        	
                    9.1.

              	
                By Each
      Party:  Each Party represents and warrants
      that:  (a) it is a corporation duly formed and validly existing
      and in good standing under the laws of its state of incorporation and is
      qualified to do business in any other jurisdiction in which it shall need
      to conduct business to carry out its obligations herein; (b) it has the
      full power and authority to enter into and to perform this Agreement in
      accordance with its terms; (c) its execution (by its undersigned
      representative), delivery and performance of this Agreement have been duly
      authorized by all necessary corporate action on its part; (d) neither the
      execution nor delivery of this Agreement nor compliance by the Party with
      its obligations under the terms of this Agreement will (i) conflict with
      its certificate of incorporation or by-laws, (ii) conflict with, or
      constitute a default (or an event which with notice or lapse of time or
      both would become a default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation of, any contract,
      agreement, indenture or instrument to which the Party or any of its
      subsidiaries is a party or (iii) violate any judgment or decree applicable
      to the Company or any of its Subsidiaries or by which any property or
      asset of the Company or any of its Subsidiaries is bound or affected
      violate any law, rule, regulation, statute, order, judgment or decree
      (including federal and state securities laws and regulations and the rules
      and regulations of the national securities exchange on which such Party’s
      common stock is listed) of any governmental body or court applicable to
      such Party or any of its subsidiaries or by which any property or asset of
      such Party or any of its subsidiaries is bound; (e) this Agreement has
      been duly executed and delivered by it and constitutes a legal, valid and
      binding obligation of the Party enforceable against it in accordance with
      the terms hereof (except as enforcement may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar Laws
      affecting creditors' rights generally and by general principles of equity
      (regardless of whether considered in a proceeding in equity or at law);
      (f) neither it nor its subsidiaries currently (i) is in violation of any
      term of or in default under its certificate of incorporation or by-laws,
      (ii) is in violation of any term of or in default under any contract,
      agreement, mortgage, indebtedness, indenture, instrument, judgment, decree
      or order or any statute, rule or regulation applicable to it or its
      subsidiaries, except, in each case, where such violation could not
      reasonably be expected to, individually or in the aggregate, have a
      Material Adverse Effect (as defined below) on such Party; (g) the business
      of such Party and its subsidiaries is not being conducted in violation of
      any law, ordinance or regulation of any governmental entity, except for
      violations the sanctions for which either individually or in the aggregate
      could not reasonably be expected to have a Material Adverse Effect; (h)
      except as specifically contemplated by this Agreement and as required
      under the Securities Act, such Party is not required to obtain any
      consent, authorization or order of, or make any filing or registration
      with, any court or governmental agency or any regulatory or
      self-regulatory agency in order for it to execute, deliver or perform any
      of its obligations under or contemplated by this Agreement or to perform
      its obligations hereunder; and (i) no broker, finder or investment banker
      is entitled to any brokerage, finder’s or other fee or commission in
      connection with the transactions contemplated hereby based upon any
      arrangement made by or on behalf of such
Party.

              


      

       

      
        
          
          

        

        
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        CONFIDENTIAL

      

       

      
        	
                    9.2.

              	
                By
      Licensor:  Licensor additionally represents and warrants
      that Licensee’s use of  Stewart’s Image, Lagasse’s Image and/or
      the Celebrity Trademarks in the Territory solely as expressly authorized
      herein shall not violate or infringe upon the rights of any person or
      entity, including without limitation rights affecting copyright, patent,
      trademark, unfair competition, contract, defamation, privacy and/or
      publicity.

              


      

       

      
        	
                    9.3.

              	
                By
      Licensee:  Licensee
      additionally represents and warrants that: (a) it is not, and will not be,
      subject to any obligation, disability or restriction which will or might
      prevent it from fully complying with its obligations or which will create
      any liability on the part of Licensor, Stewart or Lagasse; (b) none
      of the Exploitation Materials, or any act by Licensee, or any party
      authorized by Licensee, in connection with the manufacture, distribution,
      sale, advertising, promotion and/or other exploitation of the Covered
      Products and/or the Exploitation Materials shall violate or infringe upon
      any federal, state and local laws and regulations (including without
      limitation laws regarding false or deceptive advertising) or the rights of
      any person or entity, including without limitation rights affecting
      copyright, patent, trademark, unfair competition, contract, defamation,
      privacy and/or publicity; (c) the Covered Products shall be free from all
      material defects in design, material and workmanship, and the label and/or
      packaging for the Covered Products shall contain any and all disclaimers,
      warnings and advisories required by law, rule and regulation; (d) any and
      all statements or claims made regarding the Covered Products in any of the
      Exploitation Materials shall be true and correct in all material respects
      and shall comply with, and contain all disclaimers, warnings and
      advisories required by, all applicable laws, rules or regulations with
      respect to the Covered Products; (e) Licensee shall not bind
      Licensor, Stewart or Lagasse to any obligation in any way without its
      or Stewart’s or Lagasse’s respective prior written consent, and shall not
      represent or otherwise hold itself out to third parties as having the
      authority to do so; (f) except as expressly permitted hereunder, Licensee
      shall not make any use of any of Stewart’s Image, Lagasse’s Image and/or
      any of the Celebrity Trademarks; and (g) Licensee is not in violation of
      the listing requirements of the NASDAQ Global
  Market.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    9.4.

              	
                Additional
      Representations related to Issuance of Equity and
      Warrant:

              


      

       

      
        	
                     9.4.1.

              	
                Issuance of
      Securities.

              


      

       

      
        	
                 
      

              	
                9.4.1.1.

              	
                   
      The First Tranche of shares of Licensee’s common stock are duly authorized
      and, upon issuance in accordance with the terms hereof, shall be (i)
      validly issued, fully paid and nonassessable, and (ii) free from all
      taxes, liens and charges with respect to the issue
  thereof.

              


      

       

      
        	
                 
      

              	
                9.4.1.2.

              	
                   
      The number of shares of Licensee’s common stock equal to the amount of the
      Underlying Shares (subject to adjustment pursuant to the Warrant) have
      been duly authorized and reserved for issuance upon exercise of the
      Warrant.  Upon exercise of the Warrant, including payment of the
      exercise price thereof, the shares issued in connection with any such
      exercise will be validly issued, fully paid and nonassessable and free
      from all taxes, liens and charges with respect to the issue thereof, with
      the holders being entitled to all rights accorded to a holder of
      Licensee’s common stock.

              


      

       

      
        	
                 
      

              	
                9.4.1.3.

              	
                   
      To the extent the Licensee elects to issue the Second Tranche, Third
      Tranche and/or Retailer Initiative Equity, the shares of Licensee’s common
      stock pursuant to each such issuance when issued will be duly authorized,
      validly issued, fully paid and nonassessable and free from all taxes,
      liens and charges with respect to the issue thereof, with the holders
      being entitled to all rights accorded to a holder of Licensee’s common
      stock.

              


      

       

      
        	
                 
      

              	
                9.4.1.4.

              	
                   
      The issuance by Licensee of any shares of its common stock and the Warrant
      pursuant to this Agreement is and shall be exempt from registration under
      the Securities Act.

              


      

       

      
        	
                    9.4.2.

              	
                    SEC Documents; Financial
      Statements.  Licensee has filed all reports,
      schedules, forms, statements and other documents required to be filed by
      it with the Securities and Exchange Commission (“SEC”) pursuant
      to the reporting requirements of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”)
      (all of the foregoing filed prior to the date hereof and all exhibits
      included therein and financial statements and schedules thereto and
      documents incorporated by reference therein being hereinafter referred to
      as the “SEC
      Documents”).  As of their respective dates, the SEC
      Documents complied in all material respects with the requirements of the
      Exchange Act and the rules and regulations of the SEC promulgated
      thereunder applicable to the SEC Documents, and none of the SEC Documents,
      at the time they were filed with the SEC, contained any untrue statement
      of a material fact or omitted to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in
      light of the circumstances under which they were made, not misleading,
      except (i) as may be reflected in any amendments to the previous SEC
      Documents which amendments have been filed with the SEC (including without
      limitation any restatements of financial statements) or (ii) as relate to
      the pricing of options granted with respect to periods ending prior to
      January 1, 2004.  As of their respective dates, the financial
      statements of Licensee included in the SEC Documents complied as to form
      in all material respects with applicable accounting requirements and the
      published rules and regulations of the SEC with respect
      thereto.  Such financial statements have been prepared in
      accordance with United States generally accepted accounting principles,
      consistently applied, during the periods involved (except (i) as may be
      otherwise indicated in such financial statements or the notes thereto or
      (ii) in the case of unaudited interim statements, to the extent they may
      exclude footnotes or may be condensed or summary statements) and fairly
      present in all material respects the financial position of Licensee as of
      the dates thereof and the results of its operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to
      normal year-end audit adjustments), except as may be reflected in any
      amendments to the previous SEC Documents which amendments have been filed
      with the SEC (including without limitation any restatements of financial
      statements).

              


      

       

      
        
          
          

        

        
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        CONFIDENTIAL

      

       

      
        	
                        9.4.3.

              	
                    Absence of Certain
      Changes.  Since the filing with the SEC by
      Licensee of Licensee’s Annual Report on Form 10-K for the year ended
      December 31, 2007, (i) there has been no material adverse change and no
      material adverse development in the business, properties, operations,
      financial condition, results of operations or prospects (any such change
      or development, a “Material Adverse
      Effect”) of Licensee and (ii) no event has occurred that would
      require disclosure pursuant to Form 8-K that has not been disclosed in SEC
      Documents prior to the Effective Date.  Licensee has not taken
      any steps, and does not currently expect to take any steps, to seek
      protection pursuant to any bankruptcy law nor does Licensee have any
      knowledge or reason to believe that its creditors intend to initiate
      involuntary bankruptcy proceedings.

              


      

       

      
        	
                10.

              	
                Indemnification.

              


      

       

      
        	
                    10.1.

              	
                    By Licensor:  Licensor
      agrees to defend, indemnify and hold harmless Licensee and its officers,
      directors, shareholders, employees, affiliates  and
      representatives from, in respect of and against any and all claims, costs,
      losses, liabilities, expenses (including reasonable attorneys’ fees and
      disbursements), judgments, damages, demands, lawsuits or similar actions
      or proceedings (each, a “Claim”) to the
      extent arising out of a third-party claim based on (i) the breach or
      alleged breach of any representation, warranty or covenant of Licensor
      hereunder or (ii) Licensor’s direct contribution to or participation in
      the promotion or advertising of the Covered Products, other than any Claim
      (including any Claim for product liability) based primarily on a breach of
      any representation, warranty or covenant of Licensee or relating to any
      Claim described in Section 11.2 (each, a “Licensee
      Claim”).  Licensee agrees to notify Licensor in writing
      within a reasonable time after it receives notice of any Licensee Claim
      and Licensor shall promptly assume Licensee’s defense thereof with counsel
      acceptable to Licensee in Licensee’s reasonable discretion.  At
      Licensor’s expense, and as Licensor may reasonably request, Licensee shall
      cooperate in the defense or settlement of any Licensee
      Claim.  Failure by Licensee to strictly fulfill the obligations
      set forth in the two immediately preceding sentences of this Section 10.1
      shall not relieve Licensor of its obligations hereunder except to the
      extent (and only to the extent) that Licensor is prejudiced by such
      failure.  Licensee shall have the right to participate in the
      defense of any Licensee Claim with separate counsel of its choosing and at
      Licensee’s expense.  Licensor shall not settle or compromise any
      Licensee Claim without receiving Licensee’s prior written consent, which
      shall not be unreasonably withheld; provided that it shall be deemed
      reasonable for Licensee to withhold its consent to any settlement or
      compromise that would impose any financial liability upon Licensee that is
      not fully discharged by Licensor in connection with such settlement or
      compromise.

              


      

       

      
        
          
          

        

        
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        CONFIDENTIAL

      

       

      
        	
                    10.2.

              	
                    By
      Licensee:  Licensee agrees to defend, indemnify
      and hold harmless Licensor and its officers, directors, shareholders,
      employees (including Stewart and Lagasse), affiliates and representatives
      from, in respect of and against any and all Claims arising out of a
      third-party claim based on (i) the breach or alleged breach of any
      representation, warranty or covenant of Licensee hereunder, (ii) the
      manufacture, packaging, distribution, use or sale of the Covered Products
      including all claims for product liability or product defects and/or (iii)
      Licensee’s direct contribution to or participation in the promotion or
      advertising of the Covered Products, other than any Claim to the extent
      based on a breach of any representation or warranty of Licensor (each, a
      “Licensor
      Claim”).  Licensor agrees to notify Licensee in writing
      within a reasonable time after it receives notice of any Licensor Claim,
      and Licensee shall promptly assume Licensor’s defense thereof with counsel
      acceptable to Licensor in Licensor’s reasonable discretion.  At
      Licensee’s expense, and as Licensee may reasonably request,
      Licensor, Stewart and Lagasse shall cooperate in the defense or
      settlement of any Licensor Claim.  Failure by Licensor, Stewart
      or Lagasse to strictly fulfill the obligations set forth in the two
      immediately preceding sentences of this Section 10.2 shall not relieve
      Licensee of its obligations hereunder except to the extent (and only to
      the extent) that Licensee is prejudiced by such
      failure.  Licensor, Stewart and Lagasse shall have the
      right to participate in the defense of any Licensor Claim with separate
      counsel of Licensor’s, Stewart’s and Lagasse’s respective choosing and at
      Licensor’s, Stewart’s and Lagasse’s respective
      expense.  Licensee shall not settle or compromise any Licensor
      Claim without receiving Licensor’s prior written consent, which shall not
      be unreasonably withheld; provided that it shall be deemed reasonable for
      Licensor to withhold its consent to any settlement or compromise that
      would impose any financial liability upon Licensor that is not fully
      discharged by License in connection with such settlement or compromise or
      that would impose upon Licensor any restriction upon Licensor’s ability to
      exploit or use Stewart’s Image, Lagasse’s Image or any of the Celebrity
      Trademarks.

              


      

       

      
        	
                11.

              	
                Insurance; Liability
      for Defects.

              


      

       

      
        	
                    11.1.

              	
                    Insurance:   Licensee
      shall maintain in full force and effect comprehensive general liability
      insurance (the “Licensee
      Insurance”), including product liability insurance, covering all
      Covered Products sold by it as well as any liability on its part in the
      amount of at least $5,000,000 per occurrence and $15,000,000 in the
      aggregate.  The Licensee Insurance shall be placed with an
      insurer or insurers with a rating by A.M. Best of not less than “A-,” duly
      licensed to carry on the business of insurance in all parts of the
      Territory and shall name Licensor, its affiliates and their respective
      officers, directors, employees, representatives or agents as additional
      insureds (and include the specific naming of Stewart and Lagasse as
      additional insureds), for coverage against all forms of liability for
      death or injury to any individual, and for loss or damage to
      property.  The Licensee Insurance shall provide for primary
      coverage and not contributory coverage, notwithstanding any other
      insurance which Licensor, Stewart or Lagasse may obtain or
      maintain.  The Licensee Insurance shall provide for at least
      thirty (30) days prior written notice to Licensor, Stewart and
      Lagasse of cancellation, lapse or material change in the Licensee
      Insurance and Licensee shall provide Licensor, Stewart and
      Lagasse with a certificate of insurance as evidence of the Licensee
      Insurance prior to, or as soon as practicable after, the execution
      hereof.

              


      

       

      
        
          
          

        

        
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        CONFIDENTIAL

      

       

      
        	
                    11.2.

              	
                    Defects:  As
      between Licensor, Stewart and Lagasse on the one hand and
      Licensee on the other, Licensee assumes all liability whatsoever for
      customer service, defects or breach of warranty or any type of product
      liability claim whatsoever regarding Covered Products. In the event that
      an ultimate purchaser of any Covered Product, or any other third party,
      claims such Covered Product to be defective or in breach of any warranty
      or otherwise raises a product liability claim with respect to the Covered
      Product, Licensee shall assume all the obligations, liabilities, costs and
      expenses relating in any manner to such Covered Product, including any
      claimed defect or breach of warranty or other product liability
      claim.  In addition, Licensee shall promptly notify Licensor in
      writing of any and all material claims and obligations that arise
      hereunder.  In the event there is a material defect in any
      Covered Product that Licensor reasonably believes will materially tarnish
      or otherwise materially harm Licensor’s, Stewart’s or Lagasse’s
      respective images, then, upon Licensor’s reasonable request, Licensee
      shall immediately cooperate with Licensor in considering courses of action
      suggested by Licensor, reflecting the impact on Licensor’s, Stewart’s
      or Lagasse’s respective images in connection with any such Covered
      Product; provided, however, that if the Parties cannot agree after good
      faith cooperation on a course of action, Licensee must, upon Licensor’s
      written request, immediately cease use of Stewart’s Image, Lagasse’s Image
      and the Celebrity Trademarks in connection with any such Covered
      Product.

              


      

       

      
        	
                12.

              	
                Termination.

              


      

       

      
        	
                    12.1.

              	
                Except
      as otherwise set forth herein, this Agreement shall expire upon the
      Expiration Date.

              


      

       

      
        	
                        12.1.1.

              	
                   
      Either Party may sooner terminate this Agreement, without waiving any
      other rights or remedies, and without any liability for such termination,
      upon thirty (30) days prior written notice (but in the case of
      non-payment, upon ten (10) days prior written notice) if the other Party
      materially breaches or otherwise fails to perform any of its obligations
      hereunder, unless the breaching Party remedies such breach or failure
      within such thirty (30) day period (or in the case of non-payment, such
      ten (10) day period) and notifies the non-breaching Party of such remedy
      in writing within such period.

              


      

       

      
        	
                        12.1.2.

              	
                   
      Either Party shall have the right to terminate this Agreement immediately
      (subject to such Party’s compliance with any mandatory legal requirements
      then in force and applicable to such termination) upon written notice to
      the other Party in the event:  (i) that the other Party
      generally becomes unable to pay its debts as they become due; (ii) of the
      filing with the bankruptcy court by or against the other Party of a
      petition under any chapter or entry of an order for relief under Title 11
      of the United States Code; (iii) that the other Party makes a general
      assignment for the benefit of creditors; or (iv) that a receiver of all or
      substantially all of the other Party’s property is
    appointed.

              


      

       

      
        	
                        12.1.3.

              	
                   
      Licensor shall have the right to terminate this Agreement immediately upon
      written notice to Licensee in the event that Licensee obtains the ability
      to control, or becomes controlled by or under common control with a Direct
      Competitor (as defined below).

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    12.2.

              	
                    Upon
      termination or expiration of this Agreement, except as otherwise provided
      in Section 12.3, Licensee shall immediately cease all use of all
      Exploitation Materials.  Licensee will make a good faith effort
      to cease sales by its downstream customers of any products containing the
      Exploitation Materials. 

              


      

       

      
        	
                    12.3.

              	
                    Notwithstanding
      the provisions of Section 12.2 above, solely in the event of the
      expiration of this Agreement upon the Expiration Date (i.e., not in the
      event of any earlier termination), Licensee shall have the right for a
      period of six (6) months after the Expiration Date (the “Sell-off
      Period”) to use Stewart’s Image and Lagasse’s Image solely in
      connection with (i) the distribution and sale of any inventory of
      Packaging that existed as of the Expiration Date (and that had been
      approved by Licensor in accordance with Section 3.2), and solely in
      connection with the distribution and sale of applicable Covered Products
      contained in such Packaging; and (ii) the display, in proximity to the
      Covered Products in such Packaging, of any inventory of Consumer Facings
      that existed as of the Expiration Date (and that had been approved by
      Licensor in accordance with Section 3.2).  For avoidance of
      doubt, Licensee shall have no right during any Sell-off Period to continue
      to utilize Stewart’s Image or Lagasse’s Image in any Advertising
      Materials.  During the six (6) months preceding the
      Expiration Date, Licensee shall not manufacture Packaging containing
      Stewart’s Image, Lagasse’s Image or Licensor’s name in a quantity greater
      than that that reasonably expected to be to be sold (after the sale of all
      existing inventory) prior to the Expiration Date (without regard to any
      Sell-off Period).  Following the expiration of the Sell-off
      Period, Licensee shall remove Stewart’s Image, Lagasse’s Image and
      Licensor’s name from all Covered Products remaining in its inventory (or,
      if not removable, destroy such portions of the Covered Products that
      contain the Exploitation Materials), destroy all Exploitation Materials
      containing Stewart’s Image, Lagasse’s Image or Licensor’s name and furnish
      Licensor with an affidavit of removal and/or destruction of all materials
      (including packaging, promotion and advertising materials) containing the
      Exploitation Materials.

              


      

       

      
        	
                    12.4.

              	
                    The
      provisions of Sections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and
      18 shall survive any termination or expiration of this
      Agreement.

              


      

       

      
        	
                13.

              	
                Compliance with Human
      Rights and Labor Standards.  Ensuring that the Covered
      Products are to be manufactured in compliance with all applicable human
      rights, labor and wage laws is an important objective of the Parties and
      this Agreement.  In furtherance of the foregoing, Licensee
      agrees as follows:

              


      

       

      
        	
                    13.1.

              	
                    Products Manufactured at Licensee
      Facilities:

              


      

       

      
        	
                        13.1.1.

              	
                   
      To comply with all applicable laws relating to human rights, wage and
      labor practices (“Local Laws”) in
      each jurisdiction where Licensee manufactures any Covered Product or any
      component thereof that may be associated with one or more Covered Products
      and/or the “Martha Stewart” name and/or the “Emeril Lagasse”
      name;

              


      

       

      
        	
                        13.1.2.

              	
                   
      To disclose to Licensor the location of any manufacturing facilities owned
      or used by Licensee where Covered Products are manufactured (“Licensee
      Facilities”); and

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                        13.1.3.

              	
                   
      To provide Licensor or its reputable, independent agent that is generally
      engaged in the business of monitoring compliance with Local Laws (an
      “Agent”)
      access to the Licensee Facilities solely for the purpose of, and to the
      extent necessary for, verifying compliance with Local Laws, and, if
      following any such inspection, Licensor or its Agent notifies Licensee
      that the relevant Licensee Facility is not in compliance with Local Laws,
      Licensee agrees to promptly take reasonable corrective steps in order to
      bring or return the Licensee Facility in question into compliance with all
      Local Laws.  Any Agent performing services hereunder will enter
      into such confidentiality arrangements with Licensee as Licensee
      reasonably requires.  Neither Licensor nor the Agent shall
      interfere with labor/management relations in any
  way.

              


      

       

      
        	
                    13.2.

              	
                    Products
      Manufactured at Vendor
Facilities:

              


      

       

      
        	
                        13.2.1.

              	
                    
      Solely for the purpose of establishing compliance with Local Laws, to
      disclose to Licensor the identity of suppliers of Covered Products (each
      such supplier a “Covered
      Vendor”) and the locations of facilities where Covered Products are
      manufactured by a Covered Vendor;

              


      

       

      
        	
                        13.2.2.

              	
                   
      To require as a condition to its purchases of Covered Products, that each
      Covered Vendor agree in writing to comply with Local Laws in the
      jurisdictions where such Covered Vendor manufactures Covered Products;
      and

              


      

       

      
        	
                        13.2.3.

              	
                   
      To require any Covered Vendors found to not be in compliance with Local
      Laws to promptly take such reasonable corrective actions as are necessary
      to bring or return such Covered Vendor’s facility into compliance with all
      Local Laws, or to move production of the Covered Products to a compliant
      facility.

              


      

       

      In furtherance of the foregoing,
Licensee will educate Covered Vendors on the importance of compliance with Local
Laws at all Covered Vendors’ facilities and will implement a program intended to
enhance such compliance, which program will include monitoring by Agents at such
facilities in the same way Licensor is permitted such monitoring at Licensee
Facilities hereunder.

       

      
        	
                14.

              	
                 Assignment.  Licensee’s
      rights and obligations hereunder are personal to Licensee and shall not be
      assigned, sublicensed, mortgaged, or otherwise transferred or encumbered
      by Licensee or by operation of law; provided, however that subject to the
      provisions of this Section 14, this Agreement may be assigned by Licensee
      to any entity (other than a Direct Competitor (as defined below) that
      acquires all or substantially all of the assets of Licensee and agrees in
      writing with Licensor to be bound by the terms of this Agreement, or into
      which Licensee is merged (such an assignment, a “Permitted Licensee
      Assignment” and such assignee, the “Permitted
      Assignee”).  Any attempted assignment, sublicense or
      transfer in contravention of the foregoing shall be null and void and of
      no force or effect and, if Licensee has knowledge that the proposed
      assignee is a Direct Competitor, shall constitute a material breach of
      this Agreement.  Licensor may assign this Agreement to any
      current or future affiliate or subsidiary of Licensor and to any entity
      that acquires voting control over, or purchases all or substantially all
      the assets of, Licensor.  Subject to the foregoing, this
      Agreement shall be binding upon and inure to the benefit of the Parties’
      respective permitted successors and assigns.  In the event any
      Permitted Assignment occurs prior to the issuance of any of the First
      Tranche, Warrant, Second Tranche, Third Trance or Retailer Initiative
      Equity (each as applicable an “Unissued
      Equity at
      Assignment”), Licensor may at its option give Licensee and the
      Permitted Assignee written notice (an “Assignment
      Cash
      Election Notice”) that Licensor is electing to receive cash in lieu
      of any or all of such Unissued Equity at Assignment.  In the
      event Licensor gives an Assignment Cash Election Notice, then with respect
      to each Unissued Equity at Assignment that the Assignment Cash Election
      Notice states Licensor is electing to receive in cash in lieu of equity,
      the Permitted Assignee shall pay Licensor the following cash amount in
      immediately available funds in lieu of such Unissued Equity at Assignment,
      which payment shall be made on the date that such Unissued Equity at
      Assignment would have been required to have been issued has such
      Assignment Cash Election Notice not been given:  (i) Three
      Million Dollars ($3,000,000) with respect to the First Tranche, (ii) Two
      Million Dollars ($2,000,000) with respect to the Warrant, (iii) Two
      Million Five Hundred Thousand Dollars ($2,500,000) with respect to the
      Second Tranche, (iv) Two Million Five Hundred Thousand Dollars
      ($2,500,000) with respect to Third Tranche and (v) Two Million Five
      Hundred Thousand Dollars ($2,500,000) with respect to Retailer Initiative
      Equity.  Notwithstanding the foregoing, Licensor may not give
      Licensee an Assignment Cash Election Notice in the event that, as of the
      date of assignment of this Agreement to the Permitted Assignee in
      accordance with this Section 14, (a) the common stock of the Permitted
      Assignee is listed for trading on a national securities exchange and (b)
      the Average Daily Liquidity (as defined below) exceeds Two Million Dollars
      ($2,000,000).As used herein, a “Direct
      Competitor” means an entity that Licensor in good faith determines
      is directly competitive with Licensor’s business of exploiting the Stewart
      Image, Lagasse Image and/or Celebrity Trademarks.  As used
      herein, “Average
      Daily Liquidity”
      means the result obtained by dividing (x) the Quarterly Liquidity (as
      defined below) by (y) the number of trading days in the Measurement Period
      (as defined below).  As used herein, “Quarterly Liquidity”
      means, the sum of, for each trading day in the Measurement Period, the
      product obtained by multiplying (A) the volume of shares of the Permitted
      Assignee’s common stock that were traded on such day during regular
      trading hours as reported by the national securities exchange on which
      such common stock is listed by (B) the Closing Price of the Permitted
      Assignee’s common stock on such day.  As used herein, the “Measurement
      Period” means the ninety (90) calendar days immediately preceding
      the date of assignment of this Agreement to the Permitted Assignee in
      accordance with this Section 14.

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                15.

              	
                Choice of Law;
      Jurisdiction; Venue.  This Agreement shall be construed
      in accordance with laws of the State of New York, without regard to the
      conflict of laws or choice of laws principles.  The Parties
      agree that any action or proceeding brought by any Party arising out of or
      related to this Agreement shall be brought in courts located in the State
      of New York, County of New York.  Accordingly, each of the
      Parties irrevocably consents to the jurisdiction of the courts of the
      State of New York and of any Federal Court located in New York County in
      connection with any action or proceeding brought during or after the term
      of this Agreement and arising out of or related to this Agreement and with
      respect to any such action or proceeding each Party irrevocably waives any
      objection to venue or any claim that such action or proceeding is brought
      in an inconvenient forum.  Notwithstanding the foregoing,
      Licensor shall be permitted to commence an action or proceeding in any
      forum to prevent or remedy the use or threatened use of Stewart’s Image,
      Lagasse’s Image or any of the Celebrity Trademarks in violation of the
      terms of this Agreement.  In the event of any action or
      proceeding related to this Agreement, the substantially prevailing Party
      shall be entitled to receive from the other Party, in addition to all
      other rights and remedies to which such substantially prevailing Party may
      be entitled, payment of its costs and expenses (including reasonable
      attorneys’ fees and costs of any expert witnesses) incurred in connection
      with the such action or proceeding and the prior investigation of the
      claims related thereto.

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                16.

              	
                Confidentiality.  For
      a period of three (3) years after the disclosure by a Party to the other
      Party of Information (as defined below), the receiving Party
      (i) shall hold and shall cause its officers, directors, employees,
      affiliates, agents, accountants, representatives and advisors (“Representatives”)
      to hold in strict confidence all the terms of this Agreement and all
      information furnished to such Party or its Representatives in connection
      with the transactions contemplated by this Agreement as well as
      information concerning the other Party (or such Party’s affiliates)
      contained in analyses, compilations, studies or other documents prepared
      by or on behalf of such Party (or such Party’s affiliates) (collectively,
      the “Information”)
      and not use any such Information except in exercise or enforcement of its
      rights or performance of its obligations under this Agreement; provided
      that the Information shall not include any information which has become
      (A) generally available to the public other than as a result of a
      disclosure by such Party or such Party’s Representatives,
      (B) available to such Party on a non-confidential basis from a source
      other than the other Party or (C) independently acquired or developed
      by such Party; and (ii) shall not, without the prior written consent
      of the other Party, release or disclose any Information to any other
      person, except (A) to such Party’s Representatives who need to know
      the Information in connection with the consummation of the transactions
      contemplated by this Agreement, who are informed by such person of the
      confidential nature of the Information and who are caused by the relevant
      Party to comply with the terms and conditions of this Section 16 and
      (B) as may be required by applicable law, regulations or legal
      processes (including any disclosures of Information which are required to
      be made by applicable securities laws in connection with any financing
      activities of either Party or general disclosure requirements pursuant to
      the Securities Exchange Act of 1934, as amended, or the rules of the New
      York Stock Exchange or Nasdaq or other securities exchange on which a
      Party’s securities may be listed).  In the event either Party is
      compelled to disclose this Agreement it shall take all reasonable steps to
      limit the scope of such disclosure as may be requested by the other Party
      (at the expense of the other Party), including, with respect to any filing
      with the Securities and Exchange Commission, the seeking of confidential
      treatment of financial and other sensitive
  information.

              


      

       

      
        	
                17.

              	
                Notices.  Any
      notice or other communication required or permitted to be given under the
      provisions of this Agreement shall be in writing and shall be deemed to
      have been duly given (i) upon delivery if delivered in person, (ii) three
      (3) business days after the date of mailing if mailed by U.S. registered
      or certified mail, postage prepaid and return receipt requested, (iii) one
      (1) business day after the date of delivery to a reputable overnight
      courier service, with all conditions for delivery satisfied, or (iv) upon
      electronic transmission (if an appropriate answerback confirmation is
      received) if delivered through such services to the following
      addressees:

              


      

       

      If to
Licensor, Stewart or Lagasse:

      


      
        	
              	
                 

              	
                Martha
      Stewart Living Omnimedia, Inc.

              
	 	 	11
      West 42nd Street
	 	 	New
      York, NY 10036
	 	 	Attention:  President,
      Merchandising
	 	 	Facsimile
      No. (212)
389-4536

                      

      
        	 	 	With
      a Copy to:  General Counsel
	 	 	Facsimile
      No. (212) 827-8188


      

                            

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL



      
        	
                If to
Licensee:

              	
                 

              	
                TurboChef
      Technologies, Inc.

              
	 	 	Suite
      1900
	 	 	Six
      Concourse Parkway
	 	 	Atlanta,
      GA  30328
	 	 	Attention:  Chief
      Branding Officer
	 	 	Facsimile
      No. (678)
987-1746

                      

      
        	 	 	With
      a Copy to:
	 	 	General
      Counsel
	 	 	Facsimile
      No. (678) 987-1744


      

      


      Each
Party may change the contact information for its receipt of notice by written
notice to the other Party in the manner prescribed above.

       

      
        	
                18.

              	
                Miscellaneous.

              


      

       

      
        	
                    18.1.

              	
                    No Joint
      Venture:  Neither Party shall be or be deemed to
      be an agent, employee, partner or joint venturer of or for the other
      Party, and neither Party has the power to obligate or bind the other Party
      in any manner whatsoever.

              


      

       

      
        	
                    18.2.

              	
                    Press
      Release:  Except to the extent required under
      applicable law or regulation, the Parties agree that all press releases or
      other publicity relating to the existence or substance of the business
      relationship contemplated herein shall be coordinated between the Parties
      and will not be released without the Parties’ written
      agreement.

              


      

       

      
        	
                    18.3.

              	
                    Severability:  In
      the event that any provision of this Agreement becomes or is declared by a
      court of competent jurisdiction to be illegal, unenforceable or void, then
      such provision shall be interpreted in the manner that best reflects the
      apparent intentions of the Parties and yet negates the element that
      rendered such provision illegal, unenforceable or void, or, if such
      interpretation is impracticable or impossible, then this Agreement shall
      continue in full force and effect without such
  provision.

              


      

       

      
        	
                    18.4.

              	
                    Integration:  This
      Agreement contains the final and complete agreement between Licensee and
      Licensor with respect to the subject matter hereof.  No
      representations, inducements, premises or understandings exist in relation
      to the subject matter hereof, whether oral or written, except as expressly
      set forth herein, and this Agreement shall supersede all prior
      understandings, agreements, contracts or arrangements between the Parties,
      whether oral or written, unless otherwise expressly incorporated
      herein.  No agreement or other understanding purporting to add
      to or to modify the terms and conditions hereof shall be binding unless
      agreed to by the Parties in writing.  Any terms or conditions in
      any forms of the Parties used in the performance of this Agreement which
      are in conflict with the terms and conditions hereof shall be
      void.  Except as may be expressly set forth herein, nothing in
      this Agreement shall grant any rights to any third
  party.

              


      

       

      
        	
                    18.5.

              	
                    Remedies
      Cumulative:  The rights, powers, remedies and
      privileges provided in this Agreement are cumulative and not exclusive of
      any rights, powers, remedies and privileges provided at law or in equity,
      and may be exercised singularly or
  concurrently.

              


      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      
        	
                    18.6.

              	
                    No Waiver of
      Rights:  A failure or delay in exercising
      any right, power or privilege in respect of this Agreement will not be
      presumed to operate as a waiver, and a single or partial exercise of any
      right, power or privilege will not be presumed to preclude any subsequent
      or further exercise, of that right, power or privilege or the exercise of
      any other right, power or privilege.  No waiver shall be
      effective unless made in a writing signed by the Party against whom
      enforcement of such waiver is
sought.

              


      

       

      
        	
                    18.7.

              	
                    Injunctive Relief:  Licensee
      acknowledges that the rights granted under this Agreement are of special
      and unique character, which gives them peculiar value, and that any breach
      by Licensee of any term, condition or covenant of this Agreement related
      to the use of Stewart’s Image, Lagasse’s Image or any of the Celebrity
      Trademarks will cause irreparable injury to Licensor.  Licensee
      acknowledges that the remedy at law for any breach by Licensee of any
      material term, condition or covenant of this Agreement (other than payment
      obligations hereunder) will be inadequate and, accordingly, in the event
      of any breach or threatened breach by Licensee, Licensor shall be
      entitled, in addition to all other remedies, to an interlocutory, other
      preliminary and permanent injunctions restraining any such breach, without
      being required to prove any actual damages or the inadequacy of its
      remedies at law, and without being required to post any bond or other
      security.

              


      

       

      
        	
                    18.8.

              	
                    Construction:  When
      used in this Agreement, the word “including” means “including, without
      being limited to”; the term “sole discretion” means “sole and absolute
      discretion”; the singular of a term shall include the plural and the
      plural shall include the singular, unless such a construction would be
      unreasonable; and “he” or “she” may refer to the other gender; and “days”
      shall refer to calendar days (provided that if the last day of a
      calendar-day period is not a business day, then such calendar-day period
      shall be deemed to end on the first business day after the expiration of
      such calendar-day period).  In the event an obligation is to be
      performed  Titles and headings to Sections in this Agreement are
      inserted for convenience only and are not intended
    to

              


      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
        CONFIDENTIAL

      

       

      be a part
of or to affect the meaning or interpretation of this Agreement.  The
Parties acknowledge that they are entering into this Agreement after consulting
with counsel and based upon equal bargaining power and that the attorneys for
each Party have had an equal opportunity to participate in the negotiation and
preparation of this Agreement.  The terms of this Agreement shall not
be interpreted in favor of or against any Party on account of the draftsperson,
but shall be interpreted solely for the purpose of fairly effectuating the
intent of the Parties hereto expressed herein.

       

      
        	
                    18.9.

              	
                    Counterparts:  This Agreement (and
      each amendment, modification and waiver in respect thereof) may be
      executed and delivered in any number of counterparts with the same effect
      as if all parties hereto had signed the same document.  All
      counterparts shall be construed together and shall constitute one
      instrument.  Signatures may be delivered via facsimile or in PDF
      format by electronic mail, and signatures delivered in such manner shall
      be deemed originals for all
purposes.

              


      

       

      IN
WITNESS WHEREOF, the Parties have executed this Agreement on the date first
above written.

       

      
        
          	 	MARTHA
      STEWART LIVING OMNIMEDIA, INC.	 
	 	 	 	 
	
                   

                	By:
      /s/
      Susan Lyne	 
	 	Name: Susan
      Lyne	 
	 	Title:  CEO	 
	 	 	 	 


        

      

      

        
          	 	TURBOCHEF
      TECHNOLOGIES, INC.	 
	 	 	 	 
	
                   

                	By:
      /s/ Richard E.
      Perlman	 
	 	Name:
      Richard E. Perlman	 
	 	Title:
      Chairman	 
	 	 	 	 


        

      

       

      29